Terms & Conditions | Euro Foods Direct
These terms and conditions of use and supply apply relate to this Website and by accessing this Website and/or placing an order you agree to be bound by the terms and conditions of use and supply set out below. If you do not agree to be bound by the terms and conditions set out in the below documents, you may not use or access this Website.
This page (together with the documents referred to on it) tells you information about us and the legal terms and conditions (Terms) on which we sell any of the goods (Goods) listed on our website (our website) to you.
These Terms will apply to any contract between us for the sale of Goods to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Goods from our website. Please note that by ordering any of our Goods, you agree to be bound by these Terms and the other documents expressly referred to in it.
Please click on the button marked "I Accept" at the end of these Terms if you accept them. If you refuse to accept these Terms, you will not be able to order any Goods from our website. You should print a copy of these Terms for future reference.
We amend these Terms from time to time as set out in clause 0. Every time you wish to order Goods, please check these Terms to ensure you understand the terms which will apply at that time. These Terms, and any Contract between us, are only in the English language.
1. INFORMATION ABOUT US
- 1.1 These are the terms and conditions on which we supply products to you.
- 1.2 Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
- 1.3 We operate the website www.eurofoods.co.uk. We are Euro Foods Group Ltd registered in England and Wales (company number 03028250) and our registered office is at EFG Food & Technology Park, Cwmbran, South Wales, NP44 3GA.
- 1.4 Our main trading address is EFG Food & Technology Park, Llantarnam Park Way, Cwmbran, NP44 3GA, Wales, United Kingdom.
- 1.5 Our VAT number is 615793715
- 1.6 To contact us, please see our Contacts Us page.
- 1.7 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2. OUR PRODUCTS
- 2.1 The images of the Goods on our website are for illustrative purposes only, and therefore are not intended to form part of any contract or constitute any representation to you in any way. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. Your Goods may vary slightly from those images. Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our website have a 15% tolerance.
- 2.2 The packaging of the Goods may vary from that shown on images on our website.
- 2.3 All Goods shown on our website are subject to availability. We will inform you by e-mail as soon as possible if the Goods you have ordered are not available and we will not process your order if made.
- 2.4 We do our best to make sure we have sufficient stock of all our popular products that we hold. However there will be times when we run out of stock on certain product lines. On such occasions, when placing your order you will be offered the option within the online shopping basket to have an alternative product substituted of a similar value, where possible. If, when you receive your order, you are not happy with the substitution, please contact us as soon as possible and we will organise for a refund. Your statutory rights remain unaffected.
Please refer to the packaging of substituted alternative products for ingredients, allergen and nutritional information.
4. HOW WE USE YOUR PERSONAL INFORMATION
5. IF YOU ARE A CONSUMER
This clause only applies if you are a Consumer.
- 5.1 If you are a Consumer, you may only purchase Goods from our website if you are at least 18 years old.
- 5.2 As a Consumer, you have legal rights in relation to Goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
6. IF YOU ARE A BUSINESS CUSTOMER
This clause only applies if you are a Business.
- 6.1 If you are not a Consumer, you confirm that you have authority to bind any business on whose behalf you use our website to purchase Goods.
- 6.2 These Terms and any document expressly referred to in them constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms or any document expressly referred to in them or published on our website.
7. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
- 7.1 Purchases of our Goods by you are subject to you becoming an approved account holder. To open an account please email us via our Contacts Us page.
- 7.2 Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
- 7.3 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 7.4.
- 7.4 We will confirm our acceptance to you by sending you an e-mail that confirms that the Goods have been dispatched (if we have agreed to deliver them) or that they are available for collection (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.
- 7.5 If we are unable to supply you with Goods, for example because they are not in stock or no longer available or because of an error in the price on our website as referred to in clause 13.7, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Goods, we will refund you the full amount as soon as possible.
- 7.6 Any membership card that is provided to you remains our property and is not transferable. You or your agents/employees will only be permitted entry into any of the Euro Foods facilities if they first present your membership card.
8. OUR RIGHT TO VARY THESE TERMS
- 8.1 We may revise these Terms from time to time.
- 8.2 Every time you order Goods from us, the Terms in force at that time will apply to the Contract between you and us.
- 8.3 Whenever we revise these Terms in accordance with this clause, we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page.
9. YOUR CONSUMER RIGHT OF RETURN AND REFUND
This clause only applies if you are a Consumer. This clause is subject to clause 15 below.
- 9.1 If you are a Consumer, you have a legal right to cancel a Contract under the Consumer Contracts Regulations 2013 during the period set out below in clause
- 9.2. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to keep a Good, you can notify us in writing of your decision to cancel the Contract and receive a refund, subject to clause 9.3. Advice about your legal right to cancel the Contract is available from your local Citizens' Advice Bureau or Trading Standards office.
- 9.2 Your legal right to cancel a Contract starts from the date of the Dispatch Confirmation, which is when the Contract between us is formed. Subject to clause 9.3, You have a period of 14 working days in which you may cancel, starting from the day after the day you receive the Goods. Working days means that Saturdays, Sundays or public holidays are not included in this period.
- 9.3 However, this cancellation right does not apply in the case of Goods which are:
- (a) Perishable Goods;
- (b) Frozen Goods;
- (c) Goods which are sealed once these Goods are unsealed after you receive them; or
- (d) Any Goods which become mixed inseparably with other items after their delivery
- 9.4 You are advised to note that many of the Goods we supply are perishable and/or frozen food products.
- 9.5 In all other cases, to cancel a Contract, please contact us in writing to tell us by e-mail using the Contacts Us page or by sending a letter to Euro Foods Group Ltd trading as Euro Foods, EFG Food & Technology Park, Llantarnam Park Way, Cwmbran, NP44 3GA, Wales, United Kingdom. You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you sent us the e-mail or posted the letter to us.
- 9.6 You will receive a full refund of the price you paid for the Goods and any applicable delivery charges you paid for. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave us notice of cancellation as described in this clause. If you returned the Goods to us because they were faulty or mis-described, please see clause 9.7.
- 9.7 If you have returned the Goods to us under this clause because they are faulty or mis-described, we will refund the price of defective Goods in full, any applicable delivery charges, and any reasonable costs you incur in returning the item to us without prejudice to our right to charge collection and/or handling charge.
- 9.8 We refund you on the credit card or debit card used by you to pay.
- 9.9 If the Goods were delivered to you:
- a) you must return the Goods in its original packaging together with proof of purchase to us as soon as reasonably practicable.
- b) will be responsible for the cost of returning the Goods to us or, where relevant, the cost of us collecting the Goods from you.
- c) you have a legal obligation to keep the Goods in your possession and to take reasonable care of the Goods while they are in your possession.
- 9.10 We may reduce your refund of the price to reflect any reduction in the value of the Goods, if this has been caused by your handing them in a way, which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
- 9.11 Details of your legal right to cancel and an explanation of how to exercise it are provided in the Dispatch Confirmation.
- 9.12 As a Consumer, you will always have legal rights in relation to Goods that are faulty or not as described. These legal rights are not affected by the returns policy in this clause. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
- 9.13 Business customer right of right of refund
- 9.14 You may cancel the Contract and receive a refund subject to any handling and/or delivery and/or administration charges if you notify us in writing prior to the date of delivery or date of collection, but in any event within 24 hours of receiving the Dispatch Confirmation. This clause is subject to clause 15 below.
- 9.15 However, this cancellation right does not apply in the case of:
- (a) Perishable Goods;
- (b) Frozen Goods;
- (c) Goods which are sealed once these Goods are unsealed or used or altered in any way after you receive them; or
- (d) any Goods which become mixed inseparably with other items after their deliver
- 9.16 If you have returned the Goods to us under this Clause because they are faulty or mis-described, we will refund the price of the Goods and will refund you on the credit card or debit card used by you to pay.
- 9.17 If we have offered to collect the Goods from you, we will collect the Goods from the address to which they were delivered and subject to any applicable collection charge. We will contact you to arrange a suitable time for collection.
- 10.1 Either:
- 10.1.1 We will deliver the Goods to the address specific in your order if you have chosen the have the Goods delivered (the Delivery Location); or
- 10.1.2 We will make the Goods available for collection by you from your nearest collection depot if you have chosen to collect the Goods (the Depot).
- 10.2 If you are a Consumer, your order will be delivered or, as applicable, made available for collection, by the estimated delivery date set out in the Dispatch Confirmation, unless there is an Event Outside Our Control (as defined in clause 0). If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date or collection date.
- 10.3 If you are a Business Customer, time will not be of the essence and delays in us delivering your order or making it available for collection will not entitle you to cancel your order.
- 10.4 Delivery will be completed:
- 10.4.1 If we have agreed to deliver the Goods, when they arrive at the Delivery Location; or
- 10.4.2 If you are to collect the Goods, when we place the Goods at your disposal at the Depot.
- 10.5 If you are a Business Customer, the Goods become your responsibility as soon as delivery is complete.
- 10.6 If you are a Consumer, the Goods become your responsibility as soon as we have delivered them to the Delivery Location or you have collected them, as the case may be.
- 10.7 You own the Goods once we have received payment in full, including all applicable delivery charges, for the Goods and any other goods or services we have provided to you.
- 10.8 If you fail to take delivery of the Goods at the Delivery Location we will leave you a note that the Goods have been returned to our premises and you will be entitled to collect them. We may apply delivery charge in the event Goods are returned to our premises together with any storage and handling charge applicable.
- 10.9 If, where you are to collect the Goods you fail to do so within 5 working days except where such failure or delay is caused by our failure to comply with our obligations under these Terms:
- 10.9.1 Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third working day after we notified you that the Goods were ready for collection;
- 10.9.2 We will store the until delivery takes place, and charge you for all related costs and expenses;
- 10.9.3 If within 10 working days you still haven’t collected the Goods we can resell them and refund the price you have paid up to the amount of the price we resell the Goods for.
11. NO INTERNATIONAL DELIVERY
- 11.1 Unfortunately, we do not delivery to addresses outside the UK.
- 11.2 You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK.
12. COLLECTIONS FROM OUR DEPOT
- 12.1 Please note that when we invite you to collect Goods from our Depot you must:
- 12.1.1 Comply with our instructions in relation to access to and conduct at the Depot;
- 12.1.2 Conduct yourself with due regard for your own health and safety and that of our employees and other visitors to the Depot.
- 12.2 Whilst we in no way attempt to exclude or limit our liability for personal injury or death caused by our negligence you, acknowledge that failure to comply with our instructions could lead to injury to yourself or others.
13. PRICE OF PRODUCTS AND DELIVERY CHARGES
- 13.1 The prices of the Goods will be as quoted on our website from time to time except that prices quoted for fresh meat will be approximate only and the final price will depend on the exact weight. We will notify of the price of such Goods before we take payment from you and, if you are not happy with the price, you will have the opportunity to cancel your order.
- 13.2 We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However if we discover an error in the price of Goods(s) you ordered, you must immediately notify us.
- 13.3 Prices for our Goods may change from time to time, but changes will not affect any order which we have confirmed with a Dispatch Confirmation.
- 13.4 The price of Goods is exclusive of Value Added Tax (where applicable) at the applicable current rate chargeable in the UK for the time being (VAT). However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
- 13.5 If you are a Business Customer or Consumer:
- 13.5.1 We reserve the right, by giving notice to you at any time before delivery, to increase the price of the Goods to reflect any increase in our cost which is due to:
- 13.5.2 any factor beyond our control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the cost of labour, materials or other cost of manufacture variation in freight charges or insurance premiums); or
- 13.5.3 any change in delivery dates, quantities or specifications for the Goods which is requested by you; or
- 13.5.4 any delay caused by your instructions or your failure to give us adequate information or instruction.
- 13.6 The price of Goods does not include delivery charges. Our delivery charges are as quoted on our website from time to time.
- 13.7 Our website contains a large number of Goods. It is always possible that, despite our reasonable efforts some of the Goods on our website may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
- 13.7.1 where the Goods’ correct price is less than the price stated on our website, we will charge the lower amount when dispatching the Goods to you. However, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Goods to you at the incorrect (lower) price; and
- 13.7.2 if the Goods' correct price is higher than the price stated on our website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.
14. HOW TO PAY
- 14.1 You can only pay for Goods by one of the following methods:
- 14.1.1 by one of the credit cards or debit cards accepted by us;
- 14.1.2 in advance by cheque, in which case we will only deliver the Goods or allow you to collect them when the cheque has cleared;
- 14.1.3 by cash on collection at the Depot; or
- 14.1.4 by cash on delivery at the Delivery Location
- 14.2 Payment for the Goods and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your order or notify you that the Goods are available for collection.
- 15.1 Except where the goods are sold to a person dealing as a consumer (within the meaning of the Consumer Rights Act 2015) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- 15.2 Where the Goods are sold under a consumer contract (as defined by the Consumer Rights Act 2015) the statutory rights of the Buyer are not affected by these Conditions.
- 15.3 If you give written notice to Us on the date of delivery or date of collection that some or all of the Goods are defective on quality or condition of the Goods, then:
- 15.3.1 If we are given a reasonable opportunity of examining such Goods; and
- 15.3.2 If you are a business customer, you return the Goods to us at your expense (if we ask you to do so). shall, at our option, replace any Goods which don’t comply with that warranty or, at our option, refund the sums you have paid and if you are a business customer, this will be our only liability to you in relation to defective Goods.
- 15.4 If you are a Consumer, this warranty is in addition to your legal rights in relation to Goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
- 15.5 We make no warranty and give no guarantee that the prices of the Goods on our Website are the same as or comparable with the prices of the same or similar goods sold in our Depots or retail outlets. You must rely on your own judgment and enquiries in this respect.
- 15.6 You acknowledge and understand that due to the type of Goods, any claim or notice made by You after the date of delivery or date of collection regarding the quality of the Goods and/or conformity of the Goods with Clause 15.1 shall not be accepted by US and we will not have no liability or obligation to consider or such claim or notice.
- 15.7 We shall not be obliged to replace or provide a refund) to any defect in the Goods (or misuse thereof) arising from:
- 15.7.1 The Goods perishing in the ordinary course of things; or
- 15.7.2 Wilful damage, misuse of the Goods, failure to follow instructions or product warnings, abnormal storage or working conditions, accident, negligence by you or by any third party; or
- 15.7.3 Because You have failed to follow safety instructions as to storage, consumption, use or maintenance of the Goods.
- 15.8 You acknowledge and accept that:
- 15.8.1 We act as a wholesaler and middleman in the supply of the Goods;
- 15.8.2 We are not the manufacturer/producer of the Goods;
- 15.8.3 That the Goods are usually supplied pre-packed by the manufacturer/producer;
- 15.8.4 We have no knowledge of the condition of the Goods within any sealed packages containing the Goods and accept no responsibility whatsoever for the contents or the condition of the Goods within sealed packages;
- 15.8.5 We accept no liability whatsoever for the attributes, description, characteristics, suitability or performance of the Goods. It is Your responsible to ensure the Goods are properly stored, handled and used strictly in accordance with food safety laws, and food safety instructions followed in accordance with best practice and relevant food hygiene standards met.
- 15.9 You acknowledge and agree that We shall only accept liability for the condition of the external packaging around the Goods to the point and time of delivery (or collection by you from our depot) and no other liability whatsoever in respect of the Goods.
- 15.10 You further agree that any and all matters or issues relating to the Goods within the sealed packages are expressly excluded from the Terms of any contract between us, and accordingly agree that any claims relating to the description, safety, quality or the performance of the Goods will be directed to the manufacturer/producer of the Goods and not the Supplier.
- 15.11 Furthermore, in the event that any such claim or action is brought against Us, the Business Customer will indemnify Us in every respect, including but not limited to all outlays and expenses (including legal expenses), loss or damages it incurs arising from such claim/s and any associated third party claim or action We direct to the manufacturer/producer arising from such.
- 15.12 You must satisfy yourself as to the propriety and suitability of the Goods supplied, including the purpose and application of the Goods.
- 15.13 You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by Us or on Our behalf of Euro Foods which is not set out in the Contract.
16. PRODUCT INFORMATION
- 16.1 Any and all information relating to the Goods (whether appearing on Our website or other documentation) is provided in good faith. We accept no responsibility for the information relating to the Goods and contained in any written medium whatsoever (including all information regarding Goods contained upon Our website or any electronic or paper medium). You must satisfy yourself of the suitability and quality of the Goods
- 16.2 You must satisfy himself before or on purchase of the Goods to ensure you have obtained from the manufacturer/producer all product information relating to the Goods. Whilst We will endeavour to provide as much information regarding the Goods as is available to us, We accept no responsibility whatsoever for any failure by You to obtain such information or to satisfy yourself as to the content of the Goods prior to placing an order. Any and all information relating to the goods and provided by the Supplier is provided in good faith.
- 16.3 We accept no responsibility for the information relating to the Goods and contained in any written medium whatsoever (including but not limited to all information regarding Goods contained upon the suppliers’ website or any electronic/ paper medium). It is for You to satisfy yourself of the reliability and quality of such for his purposes.
- 16.4 We make no representations whatsoever as to the applicability or suitability of the Goods for any purpose.
17. OUR LIABILITY IF YOU ARE A BUSINESS
- 17.1 This clause only applies if you are a Business Customer.
- 17.2 Except where the Goods are sold to a person dealing as a consumer (within the meaning of the Consumer Rights Act 2015, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- 17.3 Where the Goods are sold under a consumer contract (as defined by the Consumer Rights Act 2015)) Your statutory rights are not affected by these conditions.
- 17.4 Any claim by You which is based on any defect on the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by You) be notified in writing to Us within 24 hours from the date of delivery or collection from Us. If delivery is not refused, and You do not notify Us accordingly, You shall not be entitled to reject the Goods and We shall have no liability for such defect or failure, and You shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
- 17.5 Where the Goods are sold ex store or ex cold store they are to be examined and taken away from where they are lying and any defect shall be notified to Us within 24 hours of the date of collection and the You shall not be entitled to reject the Goods and We shall have no liability for such defect and the Buyer shall be bound to pay the price in full.
- 17.6 Where any valid claim in respect of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to Us in accordance with these Conditions, We shall be entitled to replace the Goods (or the part in question) free of charge or, at Our sole discretion, upon repayment of the purchase price take back the Goods and We shall have no further liability to You.
- 17.7 Except in respect of fraud or death or personal injury caused by Our negligence, We shall not be liable to You reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence by Us, our employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by You, except as expressly provided in these Conditions.
- 17.8 No claims for shortages of Goods delivered shall be valid unless lodged in writing to Euro Foods Group Ltd within 24 hours of delivery or collection.
- 17.9 We shall not be liable to You or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Our obligations in relation to the Goods, if the delay or failure was due to any cause beyond Our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Our reasonable control:
- 17.10 act of God, explosion, flood, tempest, fire or accident;
- 17.11 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- 17.12 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- 17.13 import or export regulations or embargoes;
- 17.14 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Euro Foods or of a third party);
- 17.15 difficulties in obtaining raw materials, labour, fuel, parts or machinery,
- 17.16 power failure or breakdown in machinery.
- 17.17 Our liability on damages (including any claim for consequential loss of profit) arising out of the Contract or the supply of the goods shall not exceed the price of the Goods referred to in the Contract.
- 17.18 Our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
- 17.19 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
18. OUR LIABILITY IF YOU ARE A CONSUMER
This clause only applies if you are a consumer.
- 18.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract.
- 18.2 We only supply the Goods for domestic and private use. You agree not to use the product for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- 18.3 We do not in any way exclude or limit our liability for:
- 18.3.1 death or personal injury caused by our negligence;
- 18.3.2 fraud or fraudulent misrepresentation;
- 18.3.3 any breach of the terms implied by Consumer Rights Act 2015 (title and quiet possession);
- 18.3.4 any breach of the terms implied by the Consumer Rights Act 2015 (description, satisfactory quality, fitness for purpose and samples); and
- 18.3.5 defective products under the Consumer Protection Act 1987.
19. EVENTS OUTSIDE OUR CONTROL
- 19.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 19.2.
- 19.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
- 19.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
- 19.3.1 we will contact you as soon as reasonably possible to notify you; and
- 19.3.2 our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
20. COMMUNICATIONS BETWEEN US
- 20.1 When we refer, in these Terms, to "in writing", this will include e-mail.
- 20.2 If you are a consumer:
- 20.2.1 To cancel a Contract in accordance with your legal right to do so as set out in clause 9, [you must contact us in writing emailing us using the Contacts Us page or by sending a letter to Euro Foods Group Ltd, EFG Food & Technology Park, Llantarnam Park Way, Cwmbran, NP44 3GA, Wales, United Kingdom. You may wish to keep a copy of your cancellation notification for your own records. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you sent us the e-mail or posted the letter to us.
- 20.2.2 If you wish to contact us in writing for any other reason, you can send this to us by e-mail using the Contacts Us page. or by pre-paid post to us at Euro Foods Group Ltd, EFG Food & Technology Park, Llantarnam Park Way, Cwmbran, NP44 3GA, Wales, United Kingdom. You can always contact us using our Customer Services telephone line.
- 20.3 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
- 20.4 If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post. Notices must not be given by fax or email. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
21. OTHER IMPORTANT TERMS
- 21.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
- 21.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
- 21.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
- 21.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- 22.1 You shall indemnify Us in respect of any claim for loss, damage or injury to any person or property directly or indirectly occasioned by, or arising from, the sale or processing of the Goods by any party other than Us.
- 22.2 You hereby agree to indemnify and keep indemnify Us in full against all and any losses, costs, claims, liabilities and expenses suffered or incurred by Euro Foods arising out of, or in connection with, any failure by You to perform or discharge any of its obligations or liabilities arising out of this Contract.
- 22.3 Claims shall mean all demands, claims and liability (whether criminal or civil, in contract, tort or otherwise) for losses, damages, legal costs and other expenses of any nature whatsoever and all costs and expenses (including without limitation legal costs) incurred in connection therewith.
23. OUR RIGHTS TO END THE CONTRACT
- 23.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
- 23.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
- 23.1.2 you fail to pay any amount due under the Contract on the due date for payment;
- 23.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
- 23.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- 23.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
- 23.1.6 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
- 23.2 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect. Our right of termination is without prejudice to our common law remedies.
24. EVENTS OUTSIDE OUR CONTROL
- 24.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
- 24.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- 24.2.1 we will contact you as soon as reasonably possible to notify you; and
- 24.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
- 24.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us in writing. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
- 24.4 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
- 24.5 If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of Goods through our website and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction.
- 24.6 If you are a business, these Terms are governed by English law. This means that a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
25. BUYER INSOLVENCY
- 25.1 If
- 25.1.1 You, the Buyer, makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
- 25.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
- 25.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
- 25.1.4 We reasonably believes that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly
- 25.2 Then, without prejudice to any other right or remedy available to Us, shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and, if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
- 26.1 All notices which are required or permitted to be given under these Conditions shall be in writing and shall be sent to the registered office or principal place of business of the recipient or such other address as the recipient may designate by notice given in accordance with the provisions of this clause. Any such notice may be delivered personally or by first class prepaid post 48 hours after posting.
- 26.2 No waiver by Us of any breach of the Contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision.
- 26.3 If any provision of the Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
- 26.4 The construction validity and performance of the Contract shall be governed by and construed in accordance with English law and the parties hereto submit to the non-exclusive jurisdiction of the English courts.
- 26.5 No provision of the Contract shall be enforceable by any third party (whether pursuant to the Contracts Rights of Third Parties (Act) 1999 of otherwise) save that We shall have the right to enforce any debt owed to Euro Foods under this Contract as if it were a party to the Contract with the Buyer.